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When to Use This Agreement
This Agreement governs the relationship between a Consultant and a Subcontractor hired to perform services. It should be used whenever you hire a subcontractor to perform duties on your behalf for a client.

Statement of Work Template Included
A Statement of Work template is included as Exhibit A to help you clearly define the scope of services the subcontractor is performing on your behalf. It establishes the rights and responsibilities of each party in providing consulting services for a third-party client.

What It Protects
The Consulting Subcontractor Agreement helps ensure that any subcontractor you hire to perform services relating to an engagement for your client performs according to clear specifications. It sets the scope of services the subcontractor must complete, specifies price and payment terms, and provides you remedies in the event you are dissatisfied with the level of services provided. This Agreement also helps protect your intellectual property rights and any confidential information the subcontractor is privy to. It establishes the subcontractor’s relationship to your firm as an independent contractor and gives you clear authority to terminate the Agreement with or without cause.

Agreement Provisions Included

1. Scope of Services
2. Price and Payment Terms
3. Term and Termination
4. Intellectual Property Ownership
5. Confidential Information
6. Subcontractor’s Duties and Obligations
7. Subcontractor Warranties
8. Limitation of Liability and Indemnification
9. Relation of Parties
10. Employee Solicitation/Hiring
11. Non-Assignment
12. Arbitration
13. Attorneys’ Fees
14. Severability
15. Force Majeure
16. No Waiver
17. Entire Agreement

Exhibit A: Statement of Work

1. Preamble
2. Project Background
3. Scope
4. Key Tasks and Milestones
5. Project Deliverables
6. Time and Cost Estimates
7. Price and Payment
8. Invoices
9. Payment
10. Project Organization and Personnel Requirements
11. Supporting Documentation
12. Expenses